Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

The aggregate market value of the registrant’s outstanding common stock held by non-affiliates of the registrant computed by reference to the price at which the common stock was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter ($0.15) was $4,979,811.

As of April 29, 2010,March 15, 2011, the registrant had 129,440,752 shares of common stock outstanding.

The purpose of this Amendment No. 1This Annual Report on Form 10-K/A (the “Amendment”constitutes Amendment No. 2 (“Amendment No. 2”) is to amend and restate Part III, Items 10 through 14 of our previously filedthe Annual Report on Form 10-K of Wilhelmina International, Inc. (“we,” “us,” “our,” “Wilhelmina” or the “Company”) for the year ended December 31, 2009, originally filed with the Securities and Exchange Commission on March 31, 20092010 and amended on April 30, 2010 (the “Original Form 10-K”),.  We are filing this Amendment No. 2 to includeamend and restate our disclosure in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” to remove all pro forma financial information previously omittedand discussion thereof contained in reliance on General Instruction G to Form 10-K, which provides that registrants may incorporate by reference certain information from a definitive proxy statement prepared in connection with the election of directors.  We have determined to include such Part III information by amendment of the Original Form 10-K, rather than by incorporation by referencewhich information had been provided on a voluntary basis, and to a definitive proxy statement. Accordingly, Part IIIfile as exhibits hereto certifications of the Original Form 10-K is hereby amendedour Principal Executive Officer, Principal Financial Officer and res tated as set forth below.Principal Accounting Officer.

There are no other changes to the Original Form 10-K other than those set forth below.described above.  This Amendment No. 2 does not reflect events occurring after the filing of the Original Form 10-K, nor does it modify or update disclosures therein in any way other than as required to reflect the amendmentchanges set forth below.  Among other things, forward-looking statements made in the Original Form 10-K have not been revised to reflect events that occurred or facts that became known to us after the filing of the Original Form 10-K, and such forward-looking statements should be read in their historical context.

The following table sets forthdiscussion should be read in conjunction with the Business section discussion, the Consolidated Financial Statements and the Notes thereto and the other financial information regarding the membersincluded elsewhere in this report.

The following is a discussion of the BoardCompany’s financial condition and results of Directorsoperations comparing the calendar years ended December 31, 2009 and 2008, which takes into account the results of operations, financial condition and cash flows of the Wilhelmina business from February 13, 2009 (the “Board”)closing date of the Wilhelmina Transaction) through December 31, 2009.  You should read this section in conjunction with the Company’s Consolidated Financial Statements and the executive officers of Wilhelmina International, Inc. (“we,” “us,” “our,” “Wilhelmina” or the “Company”).  Our directorsNotes thereto that are elected to serve until the next annual meeting of stockholders and until their respective successors have been duly elected and qualified.  Our executive officers are appointedincorporated herein by the Board and serve until their successors have been duly appointed and qualified.  Additional information regarding our directors and executive officers, including their business experience for the past five years (and in some instances for prior years)reference and the key attributes, experienceother financial information included herein and skills that led the Boardnotes thereto.

Wilhelmina’s primary business is fashion model management, which is headquartered in New York City.  The Company’s predecessor was founded in 1967 by Wilhelmina Cooper, a renowned fashion model, and is one of the oldest and largest fashion model management companies in the world.  Since its founding, Wilhelmina has grown to conclud e that each person should serveinclude operations located in Los Angeles and Miami, as well as a director is set forth below.

The fashion model management industry is highly fragmented, with smaller, local talent management firms frequently competing with a small group of internationally operating talent management firms for client assignments.  New York City, Los Angeles and Miami, as an investment managerwell as Paris, Milan and London, are considered the most important markets for the fashion talent management industry.  Most of the leading international firms are headquartered in New York City, which is considered to be the “capital” of the global fashion industry.  Apart from Wilhelmina and Paris-based and publicly-listed Elite SA, all other fashion talent management firms are privately-held.  The business of talent management firms, such as Wilhelmina, is related to the state of the advertising industry, as demand for talent is driven by print and TV advertising campaigns.

Contractions in the availability of business and consumer credit, a decrease in consumer spending, a significant rise in unemployment and other factors have all led to increasingly volatile capital markets over the course of 2008 and 2009.  In early 2009, the financial services, automotive and other sectors of the global economy came under increased pressure, resulting in, among other consequences, extraordinarily difficult conditions in the capital and credit markets and a business executive, Mr. Schwarz brings significant leadership, financial expertise, operational skills and public company board of directors and executive experienceglobal economic recession that has negatively impacted Wilhelmina’s clients’ spending on the services that Wilhelmina provides.  In recent months, Wilhelmina has seen some improvement in its clients’ willingness to spend on the Board.  Through investments madeservices it provides as evidenced by NCM and its affiliates, Mr. Schwarz has broad and substantial experience analyzing and advising public companies, including with respect to issues such as corporate governance, capital raising, capital allocation and general operational and business strategy, and has been closely involvedan increase in the operations of companies across a range of industries in both director and executive capacities.  As our Chief Executive Officer, Mr. Schwarz is closely involved in all of our operations and activities.demand for models.

Since 2007, Wilhelmina has servedseen an increasingly strong influx of talent, at both the new and seasoned talent levels, and it believes it is increasingly attractive as an employer for successful agents across the industry as evidenced by the quality of agents expressing an interest in joining Wilhelmina.  Similarly, new business and branding opportunities directly or indirectly relating to the fashion industry are being brought to Wilhelmina’s attention with increasing frequency.  In order to take advantage of these opportunities and support its continued growth, Wilhelmina will need to continue to successfully allocate resources and staffing in a way that enhances its ability to respond to these new opportunities.

Due to the increasing ubiquity of the Internet as a director since February 2009 and as our Chief Financial Officer since June 2004.  Mr. Murray has served asstandard business tool, the Chief Financial Officer of NCM since January 2003.  From 1995 until 2002, Mr. Murray was a Certified Public Accountant engaged in his own private practice in Dallas, Texas.  From 1991 until 1995, Mr. Murray served as an accountant with Ernst & Young, LLP.  Mr. Murray has been a Certified Public Accountant since 1992.

On February 2010.  Mr. Krassner is a private investor and, since 2001, has been the Chief Executive Officer of Rich Media Worldwide, a software development company that markets a proprietary “Realvu” ad serving technology.  Mr. Krassner is also President of USA Team Handball.  Mr. Krassner was a principal owner of, and consultant to, Wilhelmina Ltd. and its affiliated companies prior to their sale to13, 2009, the Company closed the Wilhelmina Transaction and acquired the Wilhelmina Companies as discussed in February 2009.

On October 5, 2005, the Company made an investment in Ascendant, a Berwyn, Pennsylvania based alternative asset management company whose funds have investments in long/short equity funds and which distributes its registered funds primarily through various financial intermediaries and related channels.  Ascendant had assets under management of approximately $37,600,000 and $35,600,000 as of December 31, 2009 and December 31, 2008, respectively.  Prior to cause their representatives onclosing the BoardWilhelmina Transaction, the Company’s interest in Ascendant represented the Company’s sole operating business.

The Company entered into the Ascendant Agreement with Ascendant to voteacquire an interest in the revenues generated by Ascendant.  Pursuant to maintain the sizeAscendant Agreement, the Company is entitled to a 50% interest, subject to certain adjustments, in the revenues of Ascendant, which interest declines if the assets under management of Ascendant reach certain levels.  The Company also agreed to provide various marketing services to Ascendant.  The total potential purchase price of $1,550,000 under the terms of the Board at no more than nine persons, unless otherwise agreedAscendant Agreement was payable in four installments.  On April 5, 2006, the Company elected not to bymake the designees.final two installment payments.  The obligations ofCompany believed that it was not required to make the parties under the Mutual Support Agreement terminate upon the earlier of (i) the written agreement ofpayments because Ascendant did not satisfy all of the parties or (ii)conditions in the date on which twoAscendant Agreement.

Subject to the terms of the three groupsAscendant Agreement, if the Company does not make an installment payment and Ascendant is not in breach of partiesthe Ascendant Agreement, Ascendant has the right to acquire the Company’s revenue interest at a price that would yield a 10% annualized return to the Mutual SupportCompany.  The Company has been notified by Ascendant that Ascendant is exercising this right as a result of the Company’s election not to make the final two installment payments.  The Company believes that Ascendant has not satisfied the requisite conditions to repurchase the Company’s revenue interest.

The Company has not recorded any revenue or received any revenue sharing payments pursuant to the Ascendant Agreement (Mr. Eschsince July 1, 2006.

Based on recent discussions with the management of Ascendant and his affiliates as one group, Mr. Krassner and his affiliates as another group, and Newcastle as another group) each owns less than 5%an assessment of our common stock outstanding.the future near-term expected cash flows from the revenue interest, the Company has determined that the present value of expected cash flows from the Ascendant revenue interest is nominal.  Therefore, the Company has recognized an asset impairment charge of $803,000 for the quarter ended December 31, 2009.

The key financial indicators that the Company reviews to monitor the business are gross billings, revenues, model costs, operating expenses and November 19, 2009, respectively, Dr. Boehlkcash flows.

The Company analyzes revenue by reviewing the mix of revenues generated by the different “boards” (each a specific division of the fashion model management operations which specializes by the type of model it represents (Women, Men, Sophisticated, Runway, Curve, Lifestyle, Kids, etc.)) of the business, revenues by geographic locations and Mr. Fromm resignedrevenues from significant clients.  Wilhelmina has three primary sources of revenue: revenues from principal relationships whereby the gross amount billed to the client is recorded as revenue, when the revenues are earned and collectability is reasonably assured; revenues from agent relationships whereby the commissions paid by models as a percentage of their gross earnings are recorded as revenue when earned and collectability is reasonably assured; and a separate service charge, paid by clients in addition to the booking fees, is calculated as a percentage of the models’ booking fees and is recorded as revenues when earned and collectability is reasonably assured. See Critical Accounting Policies - Revenue Recognition.  Gross billings are an important business metric that ultimately drives revenues, profits and cash flows.

Prior to the closing of the Wilhelmina Transaction, Krassner and Esch, the former principal equity holders of the Wilhelmina Companies, received salary, bonus and consulting fee payments, under certain agreements, in an amount of approximately $975,000 annually.  As neither Krassner nor Esch continued to serve as officers or directors of the Company.  Messrs.Company as of the closing of the Wilhelmina Transaction, these payments to Krassner and Esch have ceased.  Similarly, upon the closing of the Wilhelmina Transaction, a $6,000,000 promissory note, carrying an interest rate of 12.5% for an annual interest payment of $750,000, in favor of Krassner L.P., a Control Seller, was repaid.  Taken together, following the closing of the Wilhelmina Transaction, annual operating expenses and Krassner later designated themselves as their respective designees pursuantinterest expense, which have historically included the above, do not include costs of $1,725,000 due to the Mutual Support Agreement.  On February 4, 2010,elimination of these agreements and the Board appointed Messrs. Esch and Krassner to serve as directors.repayment of the promissory note.

Section 16(a)Gross billings totaled approximately $37,184,000 and $0 for the years ended December 31, 2009 and 2008, respectively.  The Company completed the Wilhelmina Transaction on February 13, 2009 and, therefore, generated gross billings of the Exchange Act requires our directors, executive officersWilhelmina Companies for the period from February 13, 2009 through December 31, 2009.

Revenues totaled approximately $31,741,000 and persons who own more than 10%$0 for the years ended December 31, 2009 and 2008, respectively.  The Company completed the Wilhelmina Transaction on February 13, 2009 and, therefore, recorded revenues of a registered classthe Wilhelmina Companies for the period from February 13, 2009 through December 31, 2009, in its statements of our equity securities to file withoperations for the Securitiesyear ended December 31, 2009.

The Company completed the Wilhelmina Transaction on February 13, 2009 and, reports of changes in ownership of our common stocktherefore, recorded license fees and other equity securities.  Such persons are required by SEC regulations to furnish us with copiesincome of all Section 16(a) reports they file.the Wilhelmina Companies for the period from February 13, 2009 through December 31, 2009, in its statements of operations for the year ended December 31, 2009.

Based solely on a reviewThe Company has an agreement with an unconsolidated affiliate to provide management and administrative services, as well as sharing of space.  For the copies of the Section 16(a) reports furnished to us and written representations that no other reports were required during the fiscal year ended December 31, 2009, we believe that our directors, executive officers and greater than 10% stockholders complied with all applicable Section 16(a) filing requirements during fiscal 2009, except as set forth below.management fee income from the unconsolidated affiliate amounted to approximately $101,000 compared to $0 for the year ended December 31, 2008.

On March 5,License fees consist primarily of franchise revenues from independently owned model agencies that use the Wilhelmina trademark name and various services provided to them by the Wilhelmina Companies.  During the year ended December 31, 2009, Mr. Esch, Peter Martylicense fees totaled approximately $154,000 compared to $0 for the year ended December 31, 2008.

The Company has entered into product licensing agreements with clients.  Under these agreements, the Company earns commissions and Lorex jointly filed an Initial Statementservice charges and participates in sharing of Beneficial Ownership of Securities on Form 3 in connectionroyalties with their beneficial ownership of 10% or more of our common stock outstanding (30,882,553 shares) on February 17,talent it represents.  Revenue from these licensing agreements totaled approximately $324,000 for the year ended December 31, 2009.

Model costs consist of costs associated with relationships with models where the key indicators suggest that the Company acts as a principal.  Therefore, the Company records the gross amount billed to the client as revenue when the revenues are earned and collectability is reasonably assured, and the related costs incurred to the model as model cost.  Model costs approximated $22,372,000 and $0 for the years ended December 31, 2009 Mr. Krassner, Krassner L.P. and Krassner Investments, Inc. (“Krassner Inc.”) jointly filed an Initial Statement of Beneficial Ownership of Securities on Form 3 in connection with their beneficial ownership of 10% or more of our common stock outstanding (30,464,515 shares)2008, respectively.  The Company completed the Wilhelmina Transaction on February 17, 2009.

Corporate overhead expenses include public company costs, director and executive officer compensation, compensation and consulting fees to Esch, directors’ and officers’ insurance, legal and professional fees, corporate office rent and travel.  Corporate overhead approximated $1,286,000 and $357,000 for the years ended December 31, 2009 and 2008, respectively.  The increase in corporate overhead is the result of compensation and consulting fees to Esch, officer compensation (see Expense Trends discussion above) for executive officers who filled the roles of chief executive officer, chief financial officer and general counsel of the Company filed a lawsuit infollowing the Chancery Court of New Castle County, Delaware (the “Lawsuit”).  The Lawsuit asserted direct claims,Wilhelmina Transaction and also derivative claims on our behalf, against five then formeradditional legal and three then current directors of the Company.  On April 13, 2006, we announced that we reached an agreement with all of the partiesprofessional fees incurred to the Lawsuit to settle all claims relating thereto (the “Settlement”).  On June 23, 2006, the Chancery Court approved the Settlement, and on July 25, 2006, the Settlement became final and non-appealable.  As part of the Settlement, we agreed to certain limitations on cash compensation to our employees who are employees of Newcastle until such time as we acquired a revenue generating business.  Such restriction is no longer applicable.

In a business combination, acquisition transaction costs, such as certain investment banking fees, due diligence costs and attorney fees, are to be recorded as a reduction of $28,000earnings in fees, stock optionsthe period incurred.  Prior to purchase 100,000 sharesJanuary 1, 2009, acquisition transaction costs were included in the cost of common stock, orthe acquired business.  On February 13, 2009, the Company closed the Wilhelmina Transaction and, therefore, recorded all previously capitalized acquisition transaction costs of approximately $849,000 as an expense for the year ended December 31, 2008.

As of December 31, 2008, the Company had deferred approximately $139,000 of costs associated with the Wilhelmina Transaction, which the Company has determined relate to the issuance of equity securities.  These costs were reclassified as a combinationreduction of stock and options.  Mr. Schwarz was also entitled to director compensation in 2009,capital when the equity securities were issued at the same rate asclosing of the non-employee directors, while he was acting as our Interim Chief Executive Officer without pay.  Mr. Schwarz ceased being entitled to director compensation when he was appointed our Chief Executive Officer in April 2009.  Eachacquisition.  The Company recorded acquisition transaction costs of our directors elected to receive their annual compensationapproximately $673,000 for 2009 all in cash.

The following table summarizes the equity compensation plans under which common stock may be issued as of December 31, 2009:

On February 13, 2009, the Company closed the Wilhelmina Transaction and funded approximately $13,066,000 to the various parties involved in order to facilitate the closing ofaccordance with the Acquisition Agreement we entered into that certain letter agreementand $1,756,000 associated with Mr. Esch (the “Esch Letter Agreement”), pursuantthe escrow facility discussed below.  Cash on hand and the $3,000,000 in proceeds from Newcastle under the Equity Financing Agreement were used to which Mr. Esch agreed that $1,750,000 of the cash proceeds to be paid to him atfund the closing of the Acquisition Agreement would instead be held in escrow.  Under the terms of the Esch Letter Agreement, all or a portion of such amount held in escrow was required to be used to satisfy the indebtedness of Wilhelmina Ltd. to amounts.

The Company’s primary liquidity needs are for financing working capital associated with the expenses it incurs in connectionperforming services under its client contracts.  Generally, the Company incurs significant operating expenses with payment terms shorter than its average collections on billings.  During the year ended December 31, 2009, the Company had in place a credit facility with Signature Bank (the “Credit Facility”) upon the occurrence, which included a term loan with a balance of specified events including, but not limited to, written notification by Signature Bank to Wilhelmina Ltd.approximately $26,000 as of the termination or accelerationDecember 31, 2009, which was repaid in full together with accrued interest on January 4, 2010, and a revolving line of the Credit Facility.  Any am ount remaining was required to be released to Mr. Esch upon the replacement or extensioncredit with a balance of $250,000 as of December 31, 2009.  The revolving line under the Credit Facility subjectexpired on January 31, 2009, was subsequently extended, and expired on July 15, 2009.  On August 21, 2009, the Company entered into a modification and extension agreement with the bank that extended the maturity date to certain requirements set forth in the Esch Letter Agreement.  The Esch Letter Agreement also provided that in the event any portion of the proceeds is paid from escrow to Signature Bank, we will promptly issue to Mr. Esch, in replacement thereof, a promissory note in the principal amount of the amount paid to Signature Bank.October 5, 2009.

On December 30, 2009, Signature Bank delivered a demand letter (the “Demand Letter”) to usthe Company and Wilhelmina Ltd.,International, the Company’s principal operating subsidiary, requesting the immediate payment of all outstanding principal and accrued interest in the aggregate amount of approximately $2,019,000 under the Credit Facility.

The delivery of the Demand Letter requesting mandatory repayment of principal under the Credit Facility triggered a “Bank Payoff Event” under the Esch Letter Agreement.Agreement which is described in further detail in Item 1 of this Form 10-K.  Accordingly, pursuant toin accordance with the terms of the Esch Letter Agreement, the aggregate amount of $1,750,000 that was held in escrow was released and paid to Signature Bank (the “Escrow Payoff”).  As a result of the Escrow Payoff, as of December 30, 2009, a principal sum of $250,000 plus accrued interest of approximately $19,000 remained owing to Signature Bank under the Credit Facility.  The remaining principal and weaccrued interest was repaid to Signature Bank in January 2010 pursuant to the Demand Letter.

The Esch Letter Agreement provided that in the event of the payment of funds from escrow to Signature Bank, the Company was required to promptly issue to Esch, in replacement of the funds held in escrow, a promissory note in the principal amount of the amount paid to Signature Bank.  Accordingly, on December 31, 2009, the Company issued to Mr. Esch a promissory note in the principal amount of $1,750,000 (the “Esch Note”).  Interest on the outstanding principal balance of the Esch Note accrues at the “Weighted Average Loan Document Rate” (as defined below) and is payable in arrears on a monthly basis.  The “Weighted Average Loan Document Rate” is calculated using a weighted average formula based on the rates applicable to the principal amounts outstanding for each of the two components of the Credit Facility - revolver ($2,000,000 principal outstanding at December 30, 2009 at a rate of prime plus 0.5%) and term loan ($26,000 principal outstanding at December 30, 2009 at a rate of 6.65%) - prior to release of the escrow.  AsTherefore, as of MarchDecember 31, 2010,2009, the effective interest rate of the Esch Note is prime plus approximately 0.58%, or approximately 3.83%.  Principal under the Esch Note shall be repaid in quarterly installments of $250,000 until the Esch Note is paid in full.paid.  The outstanding principal balance of the Esch Note, together with all accrued, but unpaid interest thereon, is due and payable on Dece mberDecember 31, 2010.  Principal outstanding under the Esch Note as of April 29, 2010 is $1,500,000.  In the event that we closethe Company closes a new revolving bank or debt facility, which provides usthe Company with committed working capital financing, we arethe Company is required to pay down the Esch Note in the amount of the funds that we arethe Company is initially permitted to draw under such new facility.  The Esch Note is unsecured and is pre-payable by usthe Company at any time without penalty or premium.  Through April 29, 2010, the interest and principal paid

The Company’s ability to Mr. Esch undermake payments on the Esch Note, to replace its indebtedness, and to fund working capital and planned capital expenditures will depend on its ability to generate cash in the future, which, to a certain extent, is subject to general economic, financial, competitive and other factors that are beyond its control.  The Company has historically secured its working capital facility through accounts receivable balances and, therefore, the Company’s ability to continue servicing debt is dependent upon the timely collection of those receivables.  The Company believes its operations will provide working capital necessary to meet its needs.  In addition, the Company continues to explore additional financing alternatives.

McGladrey determined that a price adjustment was $16,752required which would enable the Company to repurchase 18,811,687 Restricted Shares, unless the Selling Parties elect to purchase such shares in accordance with the relevant provisions of the Acquisition Agreement.

On December 23, 2009, the Company was served with a lawsuit filed by the Control Sellers in the U.S. District Court, Southern District of New York, seeking a declaration that as a result of its alleged failure to comply with the notice deadline in the Acquisition Agreement, the Company is barred from seeking any such purchase price adjustment.  The lawsuit also seeks to enjoin the Company from repurchasing the Restricted Shares and $250,000, respectively.the escrow agent from effecting any such repurchase by the Company.

Mr. Esch also provides a personal guaranteeIn January 2010, the provisions of our corporate American Express card.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.